Exhibit 10.1
STERIS CORPORATION DEFERRED
COMPENSATION PLAN
PLAN DOCUMENT
(As Amended And Restated
Effective January 1, 2009)
T ABLE OF C ONTENTS
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Section 1.
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Purpose:
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1
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Section 2.
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Definitions:
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1
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2.1
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“Active Participant”
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1
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2.2
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“Adoption Agreement”
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1
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2.3
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“Beneficiary”
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1
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2.4
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“Board”
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1
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2.5
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“Change in Control”
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1
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2.6
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“Committee”
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1
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2.7
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“Compensation”
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1
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2.8
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“Crediting Date”
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1
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2.9
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“Deferred Compensation
Account”
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1
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2.10
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“Disabled”
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2
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2.11
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“Education Account”
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2
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2.12
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“Effective Date”
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2
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2.13
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“Employee”
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2
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2.14
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“Employer”
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2
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2.15
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“Employer Credits”
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2
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2.16
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“In-Service Account”
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2
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2.17
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“Normal Retirement Age”
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2
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2.18
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“Participant”
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2
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2.19
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“Participant Deferral
Agreement”
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2
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2.20
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“Participant Deferral
Credits”
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2
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2.21
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“Participating Employer”
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3
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2.22
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“Performance-Based
Compensation”
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3
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2.23
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“Plan”
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3
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2.24
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“Plan Administrator”
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3
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2.25
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“Plan-Approved Domestic Relations
Order”
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3
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2.26
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“Plan Year”
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4
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2.27
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“Qualifying Distribution
Event”
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4
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2.28
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“Retirement”
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4
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2.29
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“Retirement Account”
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4
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2.30
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“Section 409A Guidance”
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4
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2.31
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“Service”
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4
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2.32
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“Service Bonus”
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4
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2.33
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“Specified Employee”
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4
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2.34
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“Spouse” or “Surviving
Spouse”
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5
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2.35
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“STERIS”
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5
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2.36
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“Student”
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5
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2.37
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“Trust”
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5
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2.38
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“Trustee”
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5
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2.39
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“Years of Service”
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5
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Section 3.
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Participation:
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5
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Section 4.
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Credits to Deferred Compensation
Account:
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5
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4.1
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Participant Deferral Credits
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5
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4.2
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Employer Credits
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6
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4.3
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Deferred Compensation Account
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6
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i
T ABLE OF C ONTENTS
(Continued)
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Section
5.
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Qualifying Distribution Events:
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6
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5.1
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Separation from Service
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6
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5.2
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Disability
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7
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5.3
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Death
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7
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5.4
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In-Service Distributions
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7
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5.5
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Education Distributions
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7
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5.6
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Change in Control
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8
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Section
6.
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Qualifying Distribution Events Payment
Options:
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8
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6.1
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Payment Options
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8
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6.2
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De Minimis Amounts
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8
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6.3
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Subsequent Elections
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8
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6.4
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Acceleration Prohibited
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9
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Section
7.
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Vesting:
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9
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Section
8.
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Accounts; Deemed Investment; Adjustments to
Account:
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9
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8.1
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Accounts
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9
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8.2
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Deemed Investments
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9
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8.3
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Adjustments to Deferred Compensation
Account
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9
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Section
9.
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Administration by Committee:
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10
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9.1
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General
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10
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9.2
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Conflicts of Interest
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10
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9.3
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Correction of Errors
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10
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9.4
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Authority to Interpret Plan
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10
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9.5
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Third-Party Advisors
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10
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9.6
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Expense Reimbursement
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10
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9.7
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Indemnification
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10
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Section 10.
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Contractual Liability; Trust:
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11
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10.1
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Contractual Liability
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11
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10.2
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Trust
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11
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Section 11.
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Allocation of Responsibilities:
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11
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11.1
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Board
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11
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11.2
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Committee
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11
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11.3
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Plan Administrator
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12
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Section 12.
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Benefits Not
Assignable; Facility of Payments:
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12
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12.1
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Benefits Not Assignable
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12
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12.2
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Payments to Minors and Others
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12
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Section 13.
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Beneficiary:
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12
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Section 14.
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Amendment and Termination of Plan:
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13
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14.1
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Termination in the Discretion of
STERIS
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13
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14.2
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Termination Upon Change in Control
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13
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14.3
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No Financial Triggers
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13
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Section 15.
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Communication to Participants:
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13
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Section 16.
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Claims Procedure:
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14
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16.1
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Filing of a Claim for Benefits
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14
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16.2
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Notification to Claimant of Decision
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14
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16.3
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Procedure for Review
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14
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16.4
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Decision on Review
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14
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16.5
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Action by Authorized Representative of
Claimant
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15
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ii
T ABLE OF C ONTENTS
(Continued)
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Section 17.
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Miscellaneous Provisions:
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15
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17.1
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Set off
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15
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17.2
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Notices
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15
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17.3
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Reliance on Data
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15
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17.4
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Receipt and Release for Payments
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15
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17.5
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Headings
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15
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17.6
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Continuation of Employment
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15
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17.7
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Construction
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15
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17.8
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Section 409A Compliance
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iii
S TERIS C ORPORATION D EFERRED C OMPENSATION P LAN
S ECTION 1. P URPOSE :
By execution of the Adoption
Agreement, STERIS has adopted the Plan set forth herein to provide
a means by which certain management Employees of the Participating
Employers may elect to defer receipt of current Compensation from
the Participating Employer in order to provide retirement and other
benefits on behalf of such Employees of the Participating Employer,
as selected in the Adoption Agreement. The Plan is intended to be a
nonqualified deferred compensation plan that complies with the
provisions of Section 409A of the Internal Revenue Code of
1986, as amended from time to time (the “Code”). The
Plan is intended to be an unfunded plan maintained primarily for
the purpose of providing deferred compensation benefits for a
select group of management or highly compensated employees under
Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974.
S ECTION 2. D EFINITIONS :
As used in the Plan, including this
Section 2, references to one gender shall include the other
and, unless otherwise indicated by the context:
2.1 “Active
Participant” means,
with respect to any day or date, a Participant who is in Service on
such day or date; provided, that a Participant shall cease to be an
Active Participant immediately upon a determination by the
Committee that the Participant has ceased to be an Employee, or
that the Participant no longer meets the eligibility requirements
of the Plan.
2.2 “Adoption
Agreement” means
the written agreement pursuant to which STERIS adopts the Plan, as
amended from time to time. The Adoption Agreement is a part of the
Plan as applied to STERIS.
2.3
“Beneficiary” means the person, persons, entity or entities
designated or determined pursuant to the provisions of
Section 13 of the Plan.
2.4
“Board” means
the Board of Directors of STERIS and, to the extent of any
delegation by the Board of Directors to the Compensation and
Corporate Governance Committee of the Board of Directors or any
other Committee of the Board of Directors (or subcommittee thereof)
pursuant to this Plan or pursuant to the charter of any such
Committee or otherwise, such Committee (or
subcommittee).
2.5 “Change in
Control” shall mean
a change of control of STERIS as defined for purposes of
Section 409A of the Code, including regulations and
administrative guidance promulgated thereunder.
2.6
“Committee” means the persons designated as such in the
Adoption Agreement, as applicable. If the Committee is unable to
serve, STERIS shall satisfy the duties of the Committee provided
for in Section 9.
2.7
“Compensation” shall have the meaning designated in the
Adoption Agreement.
2.8 “Crediting
Date” means the
date designated in the Adoption Agreement for crediting the amount
of any Participant Deferral Credits to the Deferred Compensation
Account of a Participant. Employer Credits may be credited to the
Deferred Compensation Account of a Participant on any day that
securities are traded on a national securities exchange.
2.9 “Deferred Compensation
Account” means the
account maintained with respect to each Participant under the Plan.
Each Participant’s Deferred Compensation Account shall
contain a separate class year subaccount (each a “Class Year
Subaccount”) to reflect the credits and debits associated
with the Participant Deferral Credits made to the Plan pursuant to
each year’s deferral election. The Deferred Compensation
Account shall be credited with
Participant Deferral Credits and Employer
Credits, credited or debited for deemed investment gains or losses,
and adjusted for payments in accordance with the rules and
elections in effect under Section 8. The Class Year Subaccount
of a Participant shall include any In-Service Account or Education
Account of the Participant, if so elected in the Adoption
Agreement.
2.10
“Disabled” means a Participant who is unable to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months, or is, by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits
for a period of not less than three months under an accident and
health plan covering employees of a Participating
Employer.
2.11 “Education
Account” means a
separate account to be kept for each Participant that has elected
to take education distributions as described in Section 5.5.
The Education Account shall be adjusted in the same manner and at
the same time as the Deferred Compensation Account under
Section 8 and in accordance with the rules and elections in
effect under Section 8.
2.12 “Effective
Date” shall be the
date designated in the Adoption Agreement as of which the Plan
first becomes effective.
2.13
“Employee” means an individual in the Service of the
Participating Employer if the relationship between the individual
and the Participating Employer is the legal relationship of
employer and employee and if the individual is a highly compensated
or management employee of the Participating Employer and excludes
non-resident aliens with no U.S. source income. An individual shall
cease to be an Employee no later than such time as such individual
incurs a termination of Service.
2.14
“Employer” means STERIS and each other Participating
Employer, and each trade or business (whether or not incorporated)
that is required to be aggregated with STERIS under rules similar
to subsections (b) and (c) of Section 414 of the
Code.
2.15 “Employer
Credits” means the
amounts credited to the Participant’s Deferred Compensation
Account pursuant to the provisions of Section 4.2.
2.16 “In-Service
Account” means a
separate account within a Class Year Subaccount to be kept for each
Participant that has elected to take in-service distributions as
described in Section 5.4. The In-Service Account shall be
adjusted in the same manner and at the same time as the Deferred
Compensation Account under Section 8 and in accordance with
the rules and elections in effect under Section 8.
2.17 “Normal Retirement
Age” of a
Participant means the age designated as such in the Adoption
Agreement.
2.18
“Participant” means with respect to any Plan Year an Employee
who has been designated by the Committee as a Participant and who
has entered the Plan or who has a Deferred Compensation Account
under the Plan.
2.19 “Participant Deferral
Agreement” means a
written agreement entered into between a Participant and a
Participating Employer pursuant to the provisions of
Section 4.1.
2.20 “Participant Deferral
Credits” means the
amounts credited to the Participant’s Deferred Compensation
Account and Class Year Subaccounts therein pursuant to the
provisions of Section 4.1.
2
2.21 “Participating
Employer” means
STERIS and any trade or business (whether or not incorporated)
which has been designated as a Participating Employer by STERIS or
which adopts this Plan with the consent of STERIS.
2.22 “Performance-Based
Compensation” means compensation where the amount of, or
entitlement to, the compensation is contingent on the satisfaction
of pre-established organizational or individual performance
criteria relating to a performance period of at least twelve months
in which the service provider performs services. Organizational or
individual performance criteria are considered pre-established if
established in writing no later than 90 days after the commencement
of the period of service to which the criteria relates, provided
that the outcome is substantially uncertain at the time the
criteria are established. Performance-based compensation may
include payments based upon subjective performance criteria in
accordance with the Section 409A Guidance.
2.23
“Plan” means
the STERIS Corporation Deferred Compensation Plan, as herein set
out or as duly amended.
2.24 “Plan
Administrator” means the person designated as such in the
Adoption Agreement.
2.25 “Plan-Approved
Domestic Relations Order” shall mean a court order that is lawfully
directed to this Plan and that is served upon the Plan
Administrator before the Participant receives a distribution of his
benefit that pursuant to a state domestic relations law creates or
recognizes the existence of the right of an alternate payee to
receive all or a portion of a Participant’s benefit and that
meets all of the following requirements. An order shall not be a
Plan-Approved Domestic Relations Order unless the Plan
Administrator determines that the court order on its face and
without reference to any other document states all of the
following:
(a) The court order expressly states
that it relates to the provision of child support, alimony, or
marital property rights to a spouse, former spouse, or child of a
Participant and is made pursuant to State domestic relations
law.
(b) The court order clearly and
unambiguously specifies that it refers to this Plan.
(c) The court order clearly and
unambiguously specifies the name of the Participant’s
Employer.
(d) The court order clearly
specifies: the name, mailing address, and social security number of
the Participant; and the name, mailing address, and social security
number of each alternate payee.
(e) The court order clearly
specifies the amount or percentage, or the manner in which the
amount or percentage is to be determined, of the
Participant’s benefit to be paid to or segregated for the
separate account of the alternate payee.
(f) The court order expressly states
that the alternate payee’s segregated account shall bear all
fees and expenses as though the alternate payee were a
Participant.
(g) The court order clearly
specifies that any distribution to the alternate payee becomes
payable only after a Qualifying Distribution Event of the
Participant and only upon the alternate payee’s written claim
made to the Plan Administrator.
(h) The court order clearly
specifies that any distribution to any alternate payee shall be
payable only as a lump sum.
(i) The court order expressly states
that it does not require this Plan to provide any type or form of
benefit or any option not otherwise provided under this
Plan.
(j) The court order expressly states
that the order does not require this Plan to provide increased
benefits.
3
(k) The court order expressly states
that any provision of it that would have the effect of requiring
any distribution to an alternate payee of deferred compensation
that is required to be paid to another person under any court order
is void.
(l) The court order expressly states
that nothing in the order shall have any effect concerning any
party’s tax treatment, and that nothing in the order shall
direct any person’s tax reporting or withholding.
An order shall not be a
Plan-approved Domestic Relations Order if it includes any provision
that does not relate to this Plan. Without limiting the
comprehensive effect of the preceding sentence, an order shall not
be a Plan-Approved Domestic Relations Order if the order includes
any provision relating to any pension plan, retirement plan,
deferred compensation plan, health plan, welfare benefit plan, or
employee benefit plan other than this Plan. An order shall not be a
Plan-Approved Domestic Relations Order unless the order provides
for only one alternate payee. An order shall not be a Plan-Approved
Domestic Relations Order if the order includes any provision that
would permit the alternate payee to designate any beneficiary for
any purpose. However, an order does not fail to qualify as a
Plan-approved Domestic Relations Order because it provides that any
rights not paid before the alternate payee’s death shall be
payable to the duly appointed and then-currently serving personal
representative of the alternate payee’s estate. The Plan
Administrator may assume that the alternate payee named by the
court order is a proper payee and need not inquire into whether the
person named is a spouse or former spouse or child of the
Participant.
2.26 “Plan
Year” means the
twelve-month period ending on the last day of the month designated
in the Adoption Agreement; provided, that the initial Plan Year may
have fewer than twelve months.
2.27 “Qualifying
Distribution Event” means (i) the separation from Service, as
defined in the Section 409A Guidance, of the Participant,
(ii) the date the Participant becomes Disabled, (iii) the
death of the Participant, (iv) to the extent permitted, the
time specified by the Participant for an in-service or education
distribution, or (v) a Change in Control of STERIS, each as
provided in Section 5. Distributions for unforeseeable
emergencies or similar occurrences are not permitted under the
Plan.
2.28
“Retirement” means the attainment of age 65 and cessation of
Service with all Employers.
2.29 “Retirement
Account” means the
portion of the Deferred Compensation Account of a Participant,
excluding any In-Service Account or any Education Account. The
Retirement Account shall be adjusted in the same manner and at the
same time as the Deferred Compensation Account under Section 8
and in accordance with the rules and regulations in effect under
Section 8.
2.30 “Section 409A
Guidance” means
collectively Section 409A of the Code, any proposed, temporary
or final regulations, and any other formal guidance issued by the
Secretary of the Treasury or the Internal Revenue Service with
respect thereto.
2.31
“Service” means employment of a Participant by a
Participating Employer as an Employee. For purposes of the Plan,
the employment relationship is treated as continuing intact while
the Employee is on military leave, sick leave, or other bona fide
leave of absence if the period of such leave does not exceed six
months, or if longer, so long as the Employee’s right to
reemployment is provided either by statute or contract.
2.32 “Service
Bonus” means any
bonus paid to a Participant by the Participating Employer which is
not Performance-Based Compensation.
2.33 “Specified
Employee” means an
employee who is a specified employee within the meaning of the
Section 409A Guidance (determined pursuant to procedures
adopted by STERIS in accordance with the Section 409A
Guidance).
4
2.34 “Spouse” or
“Surviving Spouse” means, except as otherwise provided in the Plan,
a person who is the legally married spouse or surviving spouse of a
Participant.
2.35
“STERIS” means STERIS Corporation, an Ohio
corporation.
2.36
“Student” means the individual designated by the
Participant in the Participant Deferral Agreement with respect to
whom the Participant will create an Education Account, if
applicable.
2.37
“Trust” means
the trust fund established pursuant to Section 10.2, if
designated by STERIS in the Adoption Agreement.
2.38
“Trustee” means the trustee, if any, named in the
agreement establishing the Trust and such successor or additional
trustee as may be named pursuant to the terms of the agreement
establishing the Trust.
2.39 “Years of
Service” means each
Plan Year of Service completed by the Participant. For vesting
purposes, Years of Service shall be calculated from the date
designated in the Adoption Agreement.
S ECTION 3. P ARTICIPATION :
The Committee in its discretion
shall designate each Employee who is eligible to participate in the
Plan. Participation for any Plan Year shall be limited to Employees
who are employed at salary grade level “H” or above by
one or more of the Participating Employers and who will have an
annual base salary of $100,000 or above during such Plan Year. An
Employee designated by the Committee as a Participant who has not
otherwise entered the Plan shall enter the Plan and become a
Participant as of the date determined by the Committee. A
Participant who separates from Service with the Employer and who
later returns to Service will not be an Active Participant under
the Plan except upon satisfaction of such terms and conditions as
the Committee shall establish upon the Participant’s return
to Service, whether or not the Participant shall have a balance
remaining in the Deferred Compensation Account under the Plan on
the date of the return to Service. A Participant who separates from
Service will cease to be a Participant at such time as he or she no
longer has a Deferred Compensation Account under the
Plan.
S ECTION 4. C REDITS TO D
EFERRED C OMPENSATION A CCOUNT :
4.1 Participant Deferral
Credits. To the extent
provided in the Adoption Agreement, each year each Active
Participant may elect, by entering into a Participant Deferral
Agreement with a Participating Employer, to defer the receipt of
Compensation from the Participating Employer by a percentage
specified in the Participant Deferral Agreement. The amount of the
Participant Deferral Credit shall be credited to the respective
Class Year Subaccount of the Deferred Compensation Account
maintained for the Participant pursuant to Section 8. The
following special provisions shall apply with respect to the
Participant Deferral Credits of a Participant:
4.1.1 The respective Class Year
Subaccount of the Participant’s Deferred Compensation Account
shall be credited on each Crediting Date an amount equal to the
total Participant Deferral Credit for the period ending on such
Crediting Date.
4.1.2 An election pursuant to this
Section 4.1 shall be made by the Participant by executing and
delivering a Participant Deferral Agreement to the Committee.
Except as otherwise provided in this Section 4.1, each such
election shall be effective (i) for the calendar year next
following the date such Participant Deferral Agreement is received
by the Committee with respect to base salary, as defined in
Section 2.7(f) of the Adoption Agreement, that is paid with
respect to services provided in that calendar year, and
(ii) for the fiscal year of the Employer that commences in the
calendar year next following the date such Participant Deferral
Agreement is received by the Committee with respect to commissions
and bonuses that are paid with respect to services performed in
that fiscal year. A Participant’s election may be changed at
any time prior to the last permissible date for making the election
as permitted in this Section 4.1, and shall thereafter be
irrevocable.
5
4.1.3 In the case of the first year
in which the Participant becomes eligible to participate in the
Plan, the Participant may execute and deliver a Participant
Deferral Agreement to the Committee within 30 days after the date
the Participant enters the Plan to be effective with respect to
Compensation to be paid for services performed after the election
and as of the first administratively practicable payroll period
next following the date the Participant Deferral Agreement is
received by the Committee. For Compensation that is earned based
upon a specified performance period (for example, an annual bonus),
where a deferral election is made in the first year of
eligi